AMENDED AND RESTATED FIRST AMENDMENT TO LEASE

     This Amended and Restated First Amendment to Lease dated as of
March  15,  2000  by and between ODE,  L.L.C.,  an  Illinois limited
liability company, as Lessor ("ODE") and SIERRA TUCSON, L.L.C.,   a
Delaware limited liability company, as Lessee ("Sierra").

      WHEREAS, ODE  and Sierra made and entered  into  a  First
Amendment  to Lease dated May 31, 1998 with respect  to  certain
premises described therein (the "Premises");

      WHEREAS, ODE  and Sierra wish to clarify  certain  terms,
provisions  and conditions of the First Amendment as hereinafter
stated  with  respect to, inter alia, the  length  of  the  term
hereof and the rent to be paid hereunder.

      NOW, THEREFORE, in consideration of the mutual  covenants
herein  contained and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged,  it is
agreed as follows:

       1.   Section R-3 of the Lease is hereby deleted and the
following substituted in lieu thereof:

     "R-3.   Lessee  is hereby granted the right, privilege  and
     option to renew this Lease by delivering written notice  to
     Lessor  not  less  than twelve (12)  months  prior  to  the
     expiration  hereof for five (5) additional consecutive  ten (10)
     year terms or such shorter period or longer period as may  be
     remaining  under  and  pursuant  to  that  certain Commercial
     Lease Long-term Lease No. 03-103445 with respect to  the
     Premises by and between the State of  Arizona,  as lessor, and
     Lessee, as lessee."

     2.    The  first  grammatical paragraph of  Section  R-4(b)
shall be deleted and the following substituted in lieu thereof:

     "R-4(b).  Lessee shall pay Lessor rent for each Option Term
     based  upon  an independent fair rental value appraisal  of the
     Premises (the "Fair Rental Value") for such Option Term
     submitted  by  Lessee  together with the  notice  delivered
     pursuant  to  Section R-3 above.  In the event that  Lessor
     disputes  the  Fair  Rental Value  as  determined  by  such
     appraisal,   the  following  procedure  shall  govern   for
     purposes of  determining Fair Rental Value."

     3.    Subsection (iii) of Section R-4(b) of  the  Lease  is
hereby deleted in its entirety and the following substituted  in lieu
thereof:

     "(iii)   The Board of Appraisers shall, within thirty  (30) days
     following their appointment, report their  appraisal, or  the
     appraisal of a majority of them, in writing to  the respective
     parties to this Lease, and a majority  appraisal shall  be
     final  and  binding  upon  the  parties  in  all respects;
     provided, in no event, should  the  Fair  Rental Value  be  less
     than 110% of the Rent payable  during  the later  of the Initial
     Term or immediately preceding  Option Term."

     4.   The following shall be added to Section R-16 of the Lease:

     "Lessee   shall  not  construct  additional  buildings   or
     improvements  on  the  Land (as defined  in  the  Principal
     Lease) without the prior written consent of Lessor."

     In  all  other  respects, the balance  of  the  terms  and
provisions  of this Lease shall remain unmodified  and  in  full
force and effect.
                          SIERRA TUCSON,L.L.C.,a Delaware limited
                          liability company

                          By:  NEXTHEALTH, INC., a Delaware
                               corporation, its Manager

                               By: /s/ Bertha B. Kenny
                                  -----------------------------
                                  Bertha B. Kenny


                         ODE, L.L.C., an Illinois limited liability
                         company

                         By: /s/ William T. O'Donnell, Jr.
                            -----------------------------------
                             William T. O'Donnell, Jr.